SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
(Rule 14d – 100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 5)

AMERICAN RETIREMENT VILLAS PROPERTIES II,
A CALIFORNIA LIMITED PARTNERSHIP

(Name of Subject Company (Issuer))

ARVP II ACQUISITION, L.P.
ARV ASSISTED LIVING, INC.

ATRIA SENIOR LIVING GROUP, INC.

(Name of Filing Person (Offeror))

LIMITED PARTNERSHIP UNITS

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

John A. Moore
Chief Executive Officer
ARVP II Acquisition, L.P.
ARV Assisted Living, Inc.
Atria Senior Living Group, Inc.
501 South Fourth Avenue, Suite 140
Louisville, KY 40202
(502) 719-1600
(Name, address and telephone numbers of person authorized to receive notice and communications on behalf of filing person)

With a copy to:

Lee Parks, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee**
$5,009,269.80	$635

* For purposes of calculating amount of filing fee only. This calculation assumes the purchase of 16,697.566 of the outstanding limited partnership units of American Retirement Villas Properties II at a purchase price of $300 per unit.

** The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 0.012670% of the value of the transaction.

þ  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously Paid: $353.92

Form or Registration No.: Schedule TO

Filing Party: Atria Senior Living Group, Inc., ARVP II Acquisition, L.P. and ARV Assisted Living, Inc.

Date Filed: January 21, 2004

o	Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

þ going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SCHEDULE TO

     This Amendment No. 5 to Tender Offer Statement on Schedule TO (this “Amended Statement”) amends and supplements the Tender Offer Statement on Schedule TO (the “Initial Statement”) filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2004, by ARVP II Acquisition, L.P., a California limited partnership (the “Purchaser”), Atria Senior Living Group, Inc. (“Atria”) and ARV Assisted Living, Inc., a Delaware corporation (“ARV,” and together with Atria and the Purchaser, the “Filing Persons”), as amended and supplemented by Amendment No. 1 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on March 4, 2004, Amendment No. 2 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on March 26, 2004, Amendment No. 3 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on May 5, 2004 and Amendment No. 4 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on May 11, 2004 (the “Amendments”, together with the Initial Statement, the “Statement”). ARV, which is wholly-owned by Atria, is the general partner of the Purchaser. This Amended Statement is being filed in connection with the Offer to Purchase and Consent Solicitation Statement filed with the SEC on March 26, 2004 by the Filing Persons (the “Offer to Purchase”). Because the Offer to Purchase is also serving as a consent solicitation statement by the Purchaser, it has also been filed as part of the proxy statement filed with the SEC on March 26, 2004 on Schedule 14A by the Filing Persons. This Amended Statement relates to the contemplated offer (the “Offer”) by the Purchaser for all of the outstanding limited partnership units of American Retirement Villas Properties II, a California limited partnership. Because the transactions contemplated by the Offer to Purchase would be a Rule 13e-3 transaction, this Amended Statement is also being filed on the date hereof in compliance with that rule.

     In accordance with the rules of the SEC, the Filing Persons are amending and supplementing the Statement as set forth below. The information set forth in the Offer to Purchase (including all schedules and annexes thereto) is hereby incorporated by reference herein in answer to the items of this Amended Statement. All capitalized terms used herein shall have the meanings assigned to them in the Offer to Purchase, unless otherwise defined herein.

ITEMS 1, 4 and 11

     Items 1, 4 and 11 of the Statement are amended and supplemented by adding the following thereto:

     “The offer period of the Offer, which was scheduled to expire at 11:59 p.m., Eastern time, on Friday, May 14, 2004, has been extended to 11:59 p.m., Eastern time, on Friday, June 4, 2004, unless the Offer is further extended. In addition, the Offer Price has been increased by $50 to $350 per Unit, in cash, less the amount of any cash distribution made or declared with respect to the Units on or after March 24, 2004 until the date the Units are tendered, to the extent that the Purchaser does not receive those distributions with respect to any Units accepted for payment. Furthermore, the date of the fairness hearing to be held with respect to the Merger before the California Commissioner of Corporations has been postponed until June 9, 2004. On May 17, 2004, the Filing Persons issued a press release and sent a letter to Unitholders describing the foregoing and sent a notice to Unitholders announcing the postponement of the fairness hearing.

     A copy of the press release issued by the Filing Persons on May 17, 2004 is filed herewith as Exhibit (a)(1)(J) and is incorporated herein by reference.

     A copy of the letter sent by the Purchaser to Unitholders on May 17, 2004 is filed herewith as Exhibit (a)(1)(K) and is incorporated herein by reference.

     A copy of the notice sent by the Purchaser to Unitholders on May 17, 2004 is filed herewith as Exhibit (a)(5)(B) and is incorporated herein by reference.”

ITEM 12. Exhibits

(a)(1)(J)	Press release, dated May 17, 2004
(a)(1)(K)	Letter to Unitholders, dated May 17, 2004
(a)(5)(B)	Notice of Hearing

2

SIGNATURE

     After due inquiry and to my best knowledge and belief, I certify that the information set forth in this Amended Statement is true, complete and correct.

ARV Assisted Living, Inc.
By:	/s/ Mark Jessee
	Name:   Mark Jessee
	Title:     Chief Financial Officer
ARVP II Acquisition, L.P. By:     ARV Assisted Living, Inc., its general partner
By:	/s/ Mark Jessee
	Name:   Mark Jessee
	Title:     Chief Financial Officer
Atria Senior Living Group, Inc.
By:	/s/ Mark Jessee
	Name:   Mark Jessee
	Title:     Chief Financial Officer

EXHIBIT INDEX

(a)(1)(J)	Press Release, dated May 17, 2004
(a)(1)(K)	Letter to Unitholders, dated May 17, 2004
(a)(5)(B)	Notice of Hearing

3

EX-99.(A)(1)(J)

                                                               Exhibit (a)(1)(J)

FOR IMMEDIATE RELEASE
Contact: Shari Eastwood
Telephone Number: (866) 275-3707

              ARVP II ACQUISITION, L.P. INCREASES OFFER PRICE FOR
                    AMERICAN RETIREMENT VILLAS PROPERTIES II
                       TO $350 PER UNIT AND EXTENDS OFFER
                               UNTIL JUNE 4, 2004

COSTA MESA, C.A. - (BUSINESS WIRE) - May 17, 2004 - ARVP II Acquisition, L.P.
(the "Purchaser") announced today that it is increasing its offer price to
purchase all of the limited partnership units (other than units owned by ARV
Assisted Living, Inc. or its affiliates) of American Retirement Villas
Properties II, a California limited partnership, by $50 to $350 per unit in
cash, less the amount of any cash distributions made or declared with respect to
the units on or after March 24, 2004, in accordance with the terms of the
Purchaser's Offer to Purchase and Consent Solicitation Statement, dated
March 24, 2004 (the "Offer to Purchase"). Unitholders who have already validly
tendered their units will receive $350 per unit in accordance with the Offer to
Purchase, unless they withdraw their units in accordance with the Offer to
Purchase.

The Purchaser has also announced that it has extended the expiration date of
its offer and the related consent solicitation to 11:59 p.m. Eastern time, on
June 4, 2004, unless further extended (the "Expiration Date"). If the offer and
consent solicitation are further extended, the Purchaser will issue a press
release no later than 9:00 a.m., Eastern time, on the next business day after
the day on which the offer and consent solicitation were previously scheduled to
expire.

The Purchaser is offering to purchase all the units (other than units held by
ARV Assisted Living, Inc. or its affiliates) for a purchase price of $350 per
unit in cash, less the amount of any cash distributions made or declared with
respect to the units on or after March 24, 2004, in accordance with the terms of
the Offer to Purchase. The related consent solicitation would allow the
Purchaser to effect a merger pursuant to which each unit (other than units held
by ARV Assisted Living, Inc. or its affiliates) not validly tendered in the
offer or withdrawn would be converted into the right to receive $350 per unit,
as more fully described in the Offer to Purchase. ARV Assisted Living, Inc., the
general partner of the Partnership, directly or indirectly wholly-owns the
Purchaser, and is a wholly-owned subsidiary of Atria Senior Living Group, Inc.
ARV Assisted Living, Inc. also owns approximately 52.5% of the limited
partnership units of the Partnership.

As of May 14, 2004, approximately 5,240 units, or approximately 31% of all
outstanding units (other than units held by ARV Assisted Living, Inc. or its
affiliates) had been validly tendered and not withdrawn. Approximately 94% of
the unitholders who have voted on the proposal to effect the merger to date have
consented to the terms of the merger.

Unitholders who wish to receive the $350 per unit offer price must complete the
Agreement of Assignment and Transfer previously sent to unitholders in
accordance with the Offer to Purchase and deliver it to the Purchaser's
information agent to the attention of American Retirement Villas Properties II,
c/o ACS Securities Services, Inc., 3988 N. Central Expressway, Building 5, 6th



Floor, Dallas, Texas 75204 (Tel. (866) 275-3707), on or before 11:59 p.m.,
Eastern time, on June 4, 2004, unless the offer is further extended. Unitholders
who wish to consent to the proposal to effect the merger as described in the
Offer to Purchase must complete their Consent Forms in accordance with the Offer
to Purchase and deliver them to the same address listed above on or before 11:59
p.m., Eastern time, on June 4, 2004, unless the offer is further extended.

Unitholders who have any questions about the Purchaser's offer and/or consent
solicitation, need help or would like additional copies of the Offer to
Purchase, the Agreement of Assignment and Transfer, the Consent Form or any
other documents disseminated to unitholders should contact ACS Securities
Services, Inc. at the number above.

THE PURCHASER STRONGLY ADVISES ALL PARTNERSHIP UNITHOLDERS TO READ THE OFFER TO
PURCHASE, THE AGREEMENT OF ASSIGNMENT AND TRANSFER AND THE CONSENT FORM THAT THE
PURCHASER MAILED TO ALL UNITHOLDERS, AS WELL AS ITS SCHEDULE TO AND SCHEDULE
14A, WITH EXHIBITS AND THEIR AMENDMENTS, THAT HAVE BEEN FILED WITH THE SEC.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO
PURCHASE ANY UNITS, THE SOLICITATION OF AN OFFER TO SELL ANY UNITS, THE
SOLICITATION OF THE CONSENT OF ANY LIMITED PARTNER OR A RECOMMENDATION TO ANY
UNITHOLDER TO TAKE ANY ACTION WITH RESPECT TO ANY OFFER. THE SOLICITATION AND
OFFER TO BUY UNITS OF THE PARTNERSHIP AND THE SOLICITATION OF UNITHOLDER
CONSENTS ARE BEING MADE PURSUANT TO THE OFFER TO PURCHASE, THE AGREEMENT OF
ASSIGNMENT AND TRANSFER, THE CONSENT FORM AND RELATED MATERIALS THAT THE
PURCHASER HAS SENT TO UNITHOLDERS AND FILED WITH THE SEC. THE PURCHASER STRONGLY
ADVISES ALL UNITHOLDERS TO READ SUCH MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING RISK FACTORS AND THE TERMS AND CONDITIONS OF
THE OFFER AND THE CONSENT SOLICITATION. UNITHOLDERS MAY OBTAIN COPIES OF THESE
MATERIALS FOR FREE FROM THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM THE INFORMATION
AGENT, ACS SECURITIES SERVICES, INC., AT (866) 275-3707 (TOLL-FREE). INFORMATION
RELATING TO THE PARTICIPANTS IN THE OFFER AND CONSENT SOLICITATION IS CONTAINED
IN THE OFFER TO PURCHASE.

Certain statements in this press release may constitute forward-looking
statements. Forward-looking statements are not guarantees of future performance
or actions and involve risks and uncertainties and other factors that may cause
actual results or actions to differ materially from those anticipated at the
time the forward-looking statements are made. Subject to Rules 13e-3(d)(2),
13e-3(f)(i)(iii) and 13d-3(b) of the Exchange Act, neither the Purchaser nor any
of its affiliates undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.

EX-99.(A)(1)(K)

Exhibit (a)(1)(K)

ARVP II ACQUISITION, L.P.

245 Fischer Avenue, Suite D-1

Costa Mesa, California 92626

Tel. (714) 751-7400

May 17, 2004

Dear American Retirement Villas Properties II Unitholder:

      We would like to inform you that we are increasing the Offer Price to purchase all of your Units by $50 to $350 per Unit in cash, less the amount of any cash distributions made or declared with respect to the units on or after March 24, 2004, in accordance with the terms of the Purchaser’s Offer to Purchase and Consent Solicitation Statement, dated March 24, 2004 (the “Offer to Purchase”).

      We would also like to inform you that we are extending the Expiration Date to 11:59 p.m. Eastern time, on June 4, 2004. If the Offer and Consent Solicitation are further extended, we will issue a press release no later than 9:00 a.m., Eastern time, on the next business day after the day on which the Offer and Consent Solicitation were previously scheduled to expire.

      Unitholders who have already validly tendered their Units by sending us a properly completed Agreement of Assignment and Transfer will receive $350 per Unit in accordance with the Offer to Purchase, unless they validly withdraw their Units. If you have not already tendered your Units and would like to do so, you need to send a properly completed Agreement of Assignment and Transfer to our information agent on or before the Expiration Date as discussed below.

      We are offering to purchase all the Units (other than Units held by ARV Assisted Living, Inc. or its affiliates) for a purchase price of $350 per Unit in cash, less the amount of any cash distributions made or declared with respect to the Units on or after March 24, 2004, in accordance with the terms of the Offer to Purchase. The Consent Solicitation would allow us to effect a merger pursuant to which each Unit (other than Units held by ARV Assisted Living, Inc. or its affiliates) not validly tendered in the Offer or withdrawn would be converted into the right to receive $350, as more fully described in the Offer to Purchase. ARV Assisted Living, Inc., the general partner of the Partnership, directly or indirectly wholly-owns us, and is a wholly-owned subsidiary of Atria Senior Living Group, Inc. ARV Assisted Living, Inc. also owns approximately 52.5% of the limited partnership units of the Partnership.

      The Partnership charges a transfer fee to any purchaser of Units for the transfer of Units. This fee is equal to the lesser of $150 and the Partnership’s actual costs and expenses incurred in connection with such transfer. This fee is intended to compensate the Partnership for the costs and expenses incurred in connection with transferring the Units on the books of the Partnership, and the Partnership believes that these costs and expenses have been in excess of $150. While this fee is customarily imposed upon sellers of Units, we will pay this fee to the Partnership in connection with any transfer of your Units to us in the Offer. Therefore, the Partnership transfer fee will not reduce the Offer Price you will receive if you tender your Units in the Offer.

      Even though we are increasing the Offer Price per Unit from $300 to $350, we, ARV and Atria continue to believe that the $300 per Unit Offer Price is fair to unaffiliated Unitholders. However, we decided to increase the Offer Price to $350 per Unit in order to encourage Unitholders to tender their Units and consent to the Merger Proposal.

      The $350 Offer Price is more than the amount that we and ARV believe might be obtained if the Partnership were to sell its assets and liquidate. The amount that might be available to distribute to Unitholders would vary depending upon the timing of any such sale and distribution, the proceeds realized in connection with a sale of the Partnership’s assets, the liabilities existing at the time and various other factors that are not under the control of ARV or us. Based upon appraisals of the Partnership properties and ARV’s own assessment of the value of the Partnership’s properties and other assets, we and ARV believe that the distributable cash per Unit upon a liquidation would be approximately $262. This amount could be higher or

lower depending upon the foregoing and other factors. The Offer Price represents approximately a 33% premium over this amount.

      We have acquired each Special Limited Partner interest for $26,265. This amount was determined by using the methodology described in “SPECIAL FACTORS -Fairness of the Offer and the Merger” in the Offer to Purchase. Because we have increased the Offer Price, we may increase this amount.

      As of May 14, 2004, approximately 5,240 Units, or approximately 31% of all outstanding Units (other than Units held by ARV Assisted Living, Inc. or its affiliates) had been validly tendered and not withdrawn. Approximately 94% of the Unitholders who have voted on the Merger Proposal to date have consented to the terms of the Merger.

      Unitholders who wish to receive the $350 per unit offer price must complete the Agreement of Assignment and Transfer previously sent to Unitholders in accordance with the Offer to Purchase and deliver it to the Purchaser’s information agent to the attention of American Retirement Villas Properties II, c/o ACS Securities Services, Inc., 3988 N. Central Expressway, Building 5, 6th Floor, Dallas, Texas 75204 (Tel. (866) 275-3707) on or before 11:59 p.m., Eastern time, on June 4, 2004, unless the Offer is further extended. Unitholders who wish to consent to the proposal to effect the merger as described in the Offer to Purchase must complete their Consent Forms in accordance with the Offer to Purchase and deliver them to the same address listed above on or before 11:59 p.m. Eastern time, on June 4, 2004, unless the Offer is further extended.

      For your convenience, we enclose an Agreement of Assignment and Transfer that you will need in order to validly tender your Units and a Consent Form that you will need to validly consent to the Merger Proposal. For your convenience, we also enclose a postage-paid return envelope.

      We have also enclosed a Notice of Fairness Hearing to inform you that the fairness hearing originally scheduled to be held on May 19, 2004 regarding the Merger described in the Offer to Purchase has been postponed and is now scheduled to be held on June 9, 2004.

      If you would like us to send you another copy of the Offer to Purchase or any other materials previously sent to you, please let our Information Agent know at the number below and such materials will be delivered to you without charge.

      Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Offer to Purchase.

      If you have any questions, please call the Information Agent at (866) 275-3707 or Ms. Connie Lester at (714) 435-4338.

Very truly yours,

ARVP II Acquisition, L.P.

2 EX-99.(A)(5)(B) 4 a98595t5exv99wxayx5yxby.htm EXHIBIT 99.(A)(5)(B)

Exhibit (a)(5)(B)

NOTICE OF FAIRNESS HEARING

BEFORE THE

DEPARTMENT OF CORPORATIONS

OF THE

STATE OF CALIFORNIA

IN THE MATTER OF THE

APPLICATION OF

AMERICAN RETIREMENT VILLAS

PROPERTIES II, A CALIFORNIA

LIMITED PARTNERSHIP,

A limited partnership organized under the laws of the State of California, for a permit authorizing a merger pursuant to Section 15678.3 of the California Revised Limited Partnership Act and Section 25121 of the Corporate Securities Law of 1968, as amended.

NOTICE OF HEARING PURSUANT TO SECTION 25142 OF THE CALIFORNIA CORPORATIONS CODE

File No. 307-8916

To: ALL HOLDERS OF OUTSTANDING LIMITED PARTNERSHIP UNITS AND SPECIAL LIMITED PARTNERSHIP INTERESTS OF AMERICAN RETIREMENT VILLAS PROPERTIES II, A CALIFORNIA LIMITED PARTNERSHIP

      NOTICE IS HEREBY GIVEN of the postponement of the public hearing (the “Hearing”) previously scheduled to be held on May 19, 2004, at the hour of 10:00 a.m. of that day (local time) before the California Corporations Commissioner or his appointed corporations counsel (the “Commissioner”), at the offices of the Department of Corporations, 320 West 4th Street, Suite 750, Los Angeles, California 90013-2344, upon the application of American Retirement Villas Properties II, a California limited partnership (“Applicant”), for a permit (the “Permit”) authorizing the merger (the “Merger”) described in the Application for Qualification of Recapitalizations and Reorganizations by Permit under Section 25121 of the California Corporate Securities Law of 1968, as amended (the “CSL”), filed by the Applicant January 29, 2004, as subsequently amended (the “Application”). Notice of the Hearing was previously delivered to the Applicant’s limited partners and special limited partners of record as of March 24, 2004.

      The Hearing is now scheduled to be held on June 9, 2004 at the hour of 10:00 a.m. of that day (local time), at the offices of the Department of Corporations, 320 West 4th Street, Suite 750, Los Angeles, California 90013-2344.

      The purpose of the Hearing is to enable the Commissioner to approve the terms and conditions of the transactions described in the Application and to determine the fairness of such terms and conditions, pursuant to Section 25142 of the CSL.

      Further information concerning the Merger can be found in Applicant’s permit application file and the documents filed in connection therewith at the offices of the Department of Corporations, 320 West 4th Street, Suite 750, Los Angeles, California 90013-2344.

[remainder of page intentionally left blank]

WILLIAM P. WOOD

California Corporations Commissioner

By:  /s/ STEVE KIANG

Steve Kiang

Corporations Counsel

Dated:  May 14, 2004

Los Angeles, California

EX-99.(A)(5)(B)

exv99wxayx5yxby